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19-142 West Valley Community Services, Community Development Block Grant Program CityNon-Profit Capital Housing Project COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY/NON-PROFIT CAPITAL HOUSING PROJECT CONTRACT This Community Development Block Grant Program City/Non-profit Capital Housing Project Contract(the "Contract") is entered into pursuant to Title I of the Housing and Community Development Act of 1974 (Catalog of Federal Domestic Assistance Number 14.218) by and between the CITY OF CUPERTINO, a political subdivision of the State of California ("CITY"), and WEST VALLEY COMMUNITY SERVICES (WVCS), a non-profit public benefit corporation(the "CORPORATION"). The allocation of funds pursuant to this Contract will be a grant for the purposes of eligible CDBG capital housing project rehabilitation activities to be performed at the property located at 10104 Vista Drive, Cupertino, CA 95014 as more particularly described in Exhibit I (the "Property"). CITY approved the allocation and disbursement of Community Development Block Grant("CDBG") funds to CORPORATION on July 1,2019. WITNESSETH WHEREAS, CITY has applied for and received CDBG Entitlement program funds from the United States Department of Housing and Urban Development("HUD") as an entitlement jurisdiction pursuant to the provisions of Title I of the Housing and Community Development Act of 1974, as amended; and, WHEREAS, CITY has granted CORPORATION a portion of its CDBG funds for eligible capital housing project rehabilitation activities benefitting the Project (as described below)to be operated within the City for the benefit of low and very low-income households and meeting at least one (1) of the National Objectives of the CDBG program as outlined in Title 24 of the Code of Federal Regulations, Section 570.208; i NOW, THEREFORE, the parties agree as follows: j I. Project CITY agrees to allocate a portion of its current CDBG entitlement, and/or program income as defined in 24 CFR 570 Subpart J, "Grant Administration," to CORPORATION in the sum of Forty Three Thousand Three Hundred Ten Dollars and Twenty Cents ($43,310.20) (the "CDBG Funds") for the purpose of implementing the CORPORATION'S project, as more particularly described in Exhibits A-F to the Contract(the "Project"), and said Exhibits set forth below, as they may be amended or modified, are attached to this Contract and incorporated j herein by reference. i Exhibit A: Project Description j Exhibit B: Project Work Plan l Exhibit C: Project Budget Exhibit D: Basic Insurance and Bond Requirements For Non-Profit Contracts Exhibit E: CDBG Regulations Exhibit F: Project Scope of Work The total budget for the Project and allocation of funds during the Term(as defined below) shall not exceed Forty Three Thousand Three Hundred Ten Dollars and Twenty Cents ($43,310.20). II. TERM iThe term of this Contract (the "Term") will begin on July 1, 2019 and will end on June 30,20/0, unless otherwise amended or terminated earlier pursuant to Section VI or Section VII of this Contract. III. OBLIGATIONS OF CORPORATION A. Organization of CORPORATION. CORPORATION shall: I. Provide CITY with copies of the following documents, evidencing filing with the appropriate governmental agency: (a) Its Articles of Incorporation under the laws of the State of California; (b) A copy of the current Bylaws of CORPORATION; (c) Documentation of its Internal Revenue Service non-profit status; (d) Names and addresses of the current Board of Directors of CORPORATION; and, (e) An adopted copy of CORPORATION'S personnel policies and procedures. 2. During the Contract Term, immediately report any changes, subsequent to the date of this Contract, in CORPORATION'S Articles of Incorporation, Bylaws, Board of Directors, personnel policies and procedures, or tax exempt status to CITY. 3. Maintain no member of its Board of Directors as a paid employee, agent, independent contractor, or subcontractor under this Contract. 4. Open to the public meetings of its Board of Directors, if required by California's open meeting laws, except meetings, or portions thereof, dealing with personnel or litigation matters or as otherwise provided by law. 5. Keep minutes of all its regular and special meetings. 6. Comply with all provisions of California and Federal Non-Profit Corporation Laws. 7. Provide to the CITY a copy of a resolution authorizing the CORPORATIONSs execution of this Contract. The CORPORATION hereby warrants to the 2 CITY that this Contract is a legal, valid, and binding obligation of the CORPORATION enforceable in accordance with its terms, and that the execution and delivery of this Contract and j the performance of the CORPORATION's obligations have been duly authorized by the CORPORATION. 1 8. Comply with all requirements of California Business and Professions Code Section 10130 et seq. in connection with the Project. If the Property is owned by a limited partnership, limited liability company, or other third party owner and the CORPORATION is paid by the property owner for property management services,the CORPORATION must maintain a corporate real estate broker's license. If the CORPORATION is required to hold such real estate broker's license pursuant to California Business and Professions Code Section 10130 "se .,the CORPORATION shall provide a copy of the real estate broker's license to the CITY. B. Project Performance by CORPORATION. CORPORATION shall: 1. Conduct the Project within the City of Cupertino, for the purpose of benefiting low and very low-income households and meeting at least one (1) of the National Objectives of the CDBG program as outlined in Title 24 of the Code of Federal Regulations, Section 570.208. 2. Comply with all applicable laws and regulations governing the use of the CDBG Funds as set forth in Exhibit F of this Contract(the "CDBG Regulations"). 3. File quarterly reports on the type and number of services rendered through the operation of the Project, and a description of the beneficiaries of these services, and which reports will evaluate the manner in which the Project is achieving its objectives and goals according to the standards established by CITY. The progress reports will be due ten (10) days after the close of each reporting period and must cover the three (3)months immediately preceding the date on which the report is filed. 4. Coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 5. Seek out and apply for other sources of revenue in support of its operation or services from local, state, federal and private sources and, in the event of receipt of such award, inform CITY within ten(10) days. 6. Include an acknowledgement of CITY funding and support on CORPORATION stationery and on all appropriate Project-related publicity and publications using words to the effect: "funded in whole or in part by the City of Cupertino through the Housing and Community Development Act of 1974, as amended." 7. CORPORATION will comply with Section 281 of the National Affordable Housing Act. 8. "Section 3" Clauses. 3 (a) Compliance. Compliance with the provisions of Section 3, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this Contract, shall be a condition of the federal financial assistance provided under this Contract and binding upon the CITY,the CORPORATION, and any sub-recipients. Failure to fulfill these requirements shall subject the CITY, the CORPORATION, and any sub-recipients,their successors and assigns,to those sanctions specified by the Contract through which federal assistance is provided. The CORPORATION certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. The CORPORATION further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Contract(the "Section 3 Clause"): The work to be performed under the Contract is a project assisted under a program providing direct federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701. Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in,the areas of the project. The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. Part 135,which implement Section 3. As evidenced by their execution of this contract,the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 Clause; and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference; shall set forth minimum number and job titles subject to hire; availability of apprenticeship and training positions; the qualifications for each; the name and location of the person(s)taking applications for each of the positions; and the anticipated date the work shall begin. The contractor agrees to include this Section 3 Clause in every subcontract subject to compliance with regulations in 24 C. F. R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 Clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R.Part 135. 4 i R The contractor will certify that any vacant employment positions, including training positions,that are filled: (1) after the contractor is selected but before the contract is executed; and (2)with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 C.F.R. Part 135. Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self-Determination and Education Assistance Act(25 U. S. C. 450e) also applies to the work to be performed under this contract. Section 7(b)requires that to the greatest extent feasible: (i)preference and opportunities for training and employment shall be given to Indians; and (ii)preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian- owned economic enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b)." The CORPORATION certifies and agrees that no contractual or other disability exists which would prevent compliance with the requirements. (b) Notifications. The CORPORATION agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other agreement or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 Clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. The notice shall describe the Section 3 preference; shall set forth minimum number and job titles subject to hire; availability of apprenticeship and training positions; the qualifications for each; the name and location of the person(s)taking applications for each of the positions; and the anticipated date the work shall begin. (c) Subcontracts. The CORPORATION will include the Section 3 Clause found in Section III.B.8(a) of this Contract, in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the sub-subrecipient is in violation of regulations issued by CITY. The CORPORATION will not subcontract with any sub- subrecipient where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR 135 and will not let any subcontract unless the sub-subrecipient has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. C. Fiscal Responsibilities of CORPORATION. CORPORATION shall: 1. Appoint and submit the name of a fiscal agent who will be responsible for the financial and accounting activities of CORPORATION, including the receipt and 5 disbursement of CORPORATION funds. The CITY must immediately be notified in writing of the appointment of any new fiscal agent and that agent's name. 2. If the Term of this Contract is extended by an amendment for a second fiscal year, submit a satisfactory audit within one hundred fifty(150) days of CORPORATION's fiscal year encompassed by the first year of this Contract. 3. Comply with the CDBG Regulations and all federal regulations and policies issued pursuant to these regulations and OMB Circulars Nos. A-87,A-102, revised,A- 110, A-122, and A-133 (as codified in 2 C.F.R. Part 200). 4. Document all Project costs by maintaining records in accordance with Section 111, Paragraph D below. 5. Submit to the CITY, based on an agreed upon schedule, a request for payment,together with all supporting documentation. Invoices requesting disbursements submitted after the expiration of the Contract will be honored only for eligible charges incurred during the Contract Term. All invoices must be submitted by the Contract expiration date or within such other time period specified by the CITY for this Contract Term. Funds not disbursed will be returned to the Competitive Housing Pool for future reallocation. 6. Certify current and continuous insurance coverage, subject to CITY approval and in accordance with requirements as outlined in Exhibit D, "Basic Insurance and Bond Requirements for Non-Profit Contracts" and provide a current insurance certificate evidencing such coverage. I 7. Deliver to the CITY a copy of the resolution authorizing CORPORATION's execution of this Contract. 8. Obtain all construction permits required to construct the Project. 9. Deliver to the CITY a copy of the real estate broker's license for the CORPORATION, if required pursuant to California Business and Professions Code Section 10130 et seq. 10. Items 5 through 10 above are express conditions precedent to disbursement of any CITY funding and failure to comply with these conditions will, at discretion of CITY, result in suspension of funding or termination of this Contract. 11. If CORPORATION does not use the CDBG Funds in accordance with the requirements of this Contract, CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CORPORATION is required to respond to any adverse findings which may lead to disallowed costs subject to provisions of OMB Circular A-122, "Cost Principles for Non-Profit Organizations." 6 D. Establishment and Maintenance of Records. CORPORATION shall: 1. In compliance with all HUD records and accounting requirements, including but not limited to, those set forth in 24 C.F.R. 570.506 and 570.502, maintain complete and accurate records of all its transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, bank statements, client statistical records, personnel,property and all other pertinent records sufficient to reflect properly: (a) all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred to perform this Contract or to operate the Project; (b) each activity undertaken in connection with the Project meets at least one (1) of the National Objectives of CDBG program set forth in 24 C.F.R. 570.208; (c) compliance with fair housing and equal opportunity requirements; (d) compliance with Subpart K of 24 C.F.R. 570 and 24 C.F.R 508; (e) compliance with Section 3, and labor requirements, including certified payrolls from CORPORATION's general contractor evidencing that applicable prevailing wages have been paid; and(e) all other matters covered by this Contract. 2. Maintain client data demonstrating client eligibility for services provided for the Project. Such data will include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information will be made available to CITY monitors for review upon request. E. Preservation of Records. CORPORATION will preserve and make available its records: 1. Until five (5) years following date of final payment under this Contract, or 2. For such longer period, if any as is required by applicable law; or 3. If this Contract is completely or partially terminated, the records relating to the work terminated will be preserved and made available for a period of five (5)years from j the date of termination. F. Examination of Records and Facilities. At any time during normal business j hours, and as often as may be deemed necessary, CORPORATION agrees that HUD and the CITY, and/or any duly authorized representatives may until expiration of the later of. (a)five (5) years after final payment under this Contract, (b) five (5)years from the date of termination of this Contract, or(c) such longer period as may be described by applicable law, have access to and the right to examine its plants, offices and facilities used in the performance of this Contract or the operation of the Project, and all its records with respect to the Project and all matters covered by this Contract. CORPORATION also agrees that CITY or any duly authorized representatives will have the right to audit, examine, and make excerpts or transactions of and from, such records and to make audits of all contracts and subcontracts, invoices,payrolls, records of personnel,conditions of employment, materials and all other data relating to the Project and matters covered by this Contract. CORPORATION will be notified in advance that an audit will be conducted. CORPORATION will be required to respond to any audit findings, i 7 and have the responses included in the final audit report. The cost of any such audit will be borne by CITY. G. Compliance with Law. CORPORATION will become familiar and comply with and cause all its subcontractors, independent contractors, and employees, if any,to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations and decrees including,but not limited to, those federal rules and regulations, executive orders, and statutes identified in Exhibit F. H. Suspension and Termination. If CORPORATION materially fails to comply with any term of this Contract, CITY may suspend or terminate the Contract in whole or in part. In no event shall any payment by CITY hereunder constitute a waiver by CITY of any breach of this Contract or any default,which may then exist on the part of CORPORATION, nor shall such payment impair or prejudice any remedy available to CITY with respect to the breach or default. CITY expressly reserves the right to demand of CORPORATION the repayment to the CITY of any funds disbursed to CORPORATION under this Contract,which were not expended in accordance with the terms of this Contract, and CORPORATION agrees to promptly refund any such funds upon demand. Notwithstanding the above, CORPORATION shall not be relieved of liability to CITY for damages sustained by CITY or others by virtue of any breach of the Contract by CORPORATION, and CITY may withhold any payments to the CORPORATION for the purpose of set off until such time as the exact amount of damages due CITY from CORPORATION is determined. 1. Reversion of Assets. Upon expiration or termination of this Contract, or in the event HUD cancels the Project for any reason,the CORPORATION will transfer to the CITY any of the CDBG Funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG Funds. Any real property under the CORPORATION's control that was acquired or improved in whole or in part with CDBG Funds (including CDBG Funds provided to CORPORATION in the form of a loan) in excess of$25,000 must be: 1. Used to meet one (1)of the National Objectives stated in Title 24 CFR part 570.208 for a period of five (5)years after expiration of this Contract, or for such longer period of time as required by the CITY; or, 2. Reimburse the CITY an amount equal to the current market value of the Property, less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the Property(reimbursement is not required after the period of time specified in 1. 1. above). J. Lobbying. CORPORATION certifies,to the best of CORPORATION's knowledge or belief,that: 1. No Federal appropriated funds have been paid or will be paid,by or on behalf of it,to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a 8 Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant,the making of any Federal loan,the entering into any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; { 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying, in accordance with its instructions. 3. This certification is a material representation of fact upon which reliance was placed when this Agreement was made or entered into. Submission of this certification is a prerequisite for making or entering into this Agreement imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification will be subject to a civil penalty of not less than Ten Thousand Dollars ($10,000) and no more than One Hundred Thousand Dollars ($100,000) for such failure. K. Prevailing Wages. CORPORATION is required to become familiar and comply with all local, state and federal laws and regulations pertaining to the Project. With respect to complying with prevailing wages, CORPORATION will pay, and shall cause any consultants or contractors to pay,prevailing wages in any construction work related to the Project as those wages are determined pursuant to California Labor Code section 1720 et seq. CORPORATION will comply with all other applicable provisions of the California Labor Code Sections 1720 et seMc. and with the implementing regulations of the Department of Industrial Relations (the "DIR"), including but not limited to: 1. require consultants or contractors to employ apprentices as required by California Labor Code Section 1777.5 et seMc., and the implementing regulations of the DIR and to comply with the other applicable provisions of California Labor Code Sections 1720 et seq., 1777.5 et seq., and implementing regulations of the DIR; 2. keep and retain, and cause consultants and contractors to keep and retain, such records as are necessary to determine if such prevailing wages have been paid as required pursuant to California Labor Code Section 1720 et s�Mc., and apprentices have been employed as required by California Labor Code Section 1777.5 et sew.; j 3. post at the Property, or cause the contractor to post at the Property,the applicable prevailing rates of per diem wages. Copies of the currently applicable current per diem prevailing wages are available from DIR; I 4. cause contractors and subcontractors working on the Project to be registered as set forth in California Labor Code Section 1725.5; 5. cause contractors and subcontractors, in all calls for bids, bidding materials and construction contract documents to specify that: 9 i a. no contractor or subcontractor may be listed on a bid proposal nor be awarded a contract for construction related to this Project unless registered with the DIR pursuant to California Labor Code Sec. 1725.5; and b. any construction work related to this Project is subject to compliance monitoring and enforcement by the DIR. 6. provide the City all information required by California Labor Code Section 1773.3 as set forth in the DIR's online form PWC-100 within 2 days of the award of any contract(https•//www.dir.ca.gov/pwc100ext/); 7. cause contractors to post job site notices, as prescribed by regulation by the DIR; and 8. cause contractors to furnish payroll records required by California Labor Code Section 1776 directly to the Labor Commissioner, at least monthly in the electronic format prescribed by the Labor Commissioner. CORPORATION agrees to indemnify, hold harmless and defend (with counsel reasonably acceptable to the City)the City against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including CORPORATION, its contractor and subcontractors)to pay prevailing wages as determined pursuant to California Labor Code Sections 1720 et seq.,to employ apprentices pursuant to California Labor Code Sections 1777.5 et seq.,to meet the conditions of California Labor Code Section 1771.4, and implementing regulations of the DIR, or to comply with the other applicable provisions of California Labor Code Sections 1720 et sec., 1777.5 et se., and 1771.4, and the implementing regulations of the DIR, in connection with construction work related to the Project and subject Property. The requirements in this provision shall survive the termination of the Contract. L. Conflict of Interest. 1. General Provision. In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section 87100 et seq., except for approved eligible administrative or personnel costs, no person who is an employee, agent, consultant, officer, or any immediate family member of such person, or any elected or appointed official of the CITY who exercises or has exercised any functions or responsibilities with respect to the activities funded by this Contract or who is in a position to participate in a decision-making process may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, during, or at any time after, such person's tenure. CORPORATION shall exercise due diligence to ensure that the prohibition in this Section is followed. Further, no person who is a director, officer,partner,trustee or employee or consultant of CORPORATION, or immediate family member of any of the preceding, shall make or participate in a decision, made by the CITY or a CITY board, commission or 10 committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or CORPORATION. Interpretation of this section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section 87100 et seq., its implementing regulations manual and codes, and Government Code Section 1090. 2. CDBG Requirement. CORPORATION shall comply with the conflict of interest provisions set forth in 24 C.F.R. Section 570.611. IV. OBLIGATIONS OF CITY A. Method of Payment. During the Term of this Contract, CITY shall disburse the CDBG Funds to CORPORATION on a reimbursement basis unless otherwise provided herein for all allowable costs and expenses incurred in connection with the Project, not to exceed the total sum set forth in Article 1. CITY may, at any time in its absolute discretion, elect to suspend or terminate payment to CORPORATION, in whole or in part,pursuant to this Contract based on j CORPORATION'S non-compliance, including, but not limited to, incomplete documentation of expenses, failure to substantially meet goals and objectives as required in Exhibit B, ("Project Work Plan"),failure to submit adequate progress reports as required herein or other incidents of non-compliance as described in Section VI,Paragraph B of this Contract or based on the refusal by CORPORATION to accept any additional conditions that may be imposed by HUD at any time, or based on the suspension or termination of the grant to CITY made pursuant to the Housing and Community Development Act of 1974, as amended. V. PROJECT COORDINATION A. CITY. The CITY has designated the Senior Housing Planner for CITY who will render overall supervision of the progress and performance of this Contract by CITY. � ®B. CORPORATION. As of the date hereof, CORPORATION has designated to serve as EXECUTIVE DIRECTOR and to assume overall responsibility for the progress and execution of this Contract. The CITY will be immediately notified in writing of the appointment of a new EXECUTIVE DIRECTOR. C. NOTICES. All notices or other correspondence required or contemplated by this Contract shall be sent to the parties at the following addresses: CITY: Attention: Housing Manager Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 CORPORATION: 10104 Vista Drive Cupertino, CA 95014 11 All notices will either be hand delivered or sent by United States mail, registered or certified, postage prepaid. Notices given in such a manner will be deemed received when hand delivered or seventy-two (72)hours after deposit in the United States mail. Any party may change his or her address for the purpose of this section by giving five days written notice of such change to the other party in the manner provided in this section. VI. CONTRACT COMPLIANCE A. Monitoriniz and Evaluation of Services. Evaluation and monitoring of the Project performance is the mutual responsibility of both CITY and CORPORATION. CORPORATION must furnish all data, statements,records, information and reports necessary for DIRECTOR to monitor, review and evaluate the performance of the Project and its components. CITY will have the right to request the services of an outside agent to assist in any such evaluation. Such services shall be paid for by CITY. B. Contract Noncompliance. If CORPORATION fails to comply with any provision of this Contract; CITY will have the right to require corrective action to enforce compliance with such provision as well as the right to suspend or terminate this Contract. Examples of noncompliance include, but are not limited to: 1. If CORPORATION (with or without knowledge)has made any material misrepresentation of any nature with respect to any information or data furnished to CITY in connection with the Project. 2. If there is pending litigation with respect to the performance by CORPORATION if any of its duties or obligations under this Contract,which may materially jeopardize or adversely affect the undertaking of or the carrying out of the Project. 3. If CORPORATION has taken any action pertaining to the Project, which action required CITY approval, and such approval was not obtained. 4. If CORPORATION is in default under any provision of this Contract. 5. If CORPORATION makes illegal use of CITY funds. 6. If CORPORATION submits to CITY any report which is incorrect or incomplete in any material respect. 7. If CORPORATION fails to meet the stated objectives in the Project Work Plan attached as Exhibit B. C. Corrective Action Procedure. CITY, in its absolute discretion and in lieu of immediately terminating this Contract upon occurrence or discovery of noncompliance by CORPORATION pursuant to this Contract,will have the right to give CORPORATION notice of CITY'S intention to consider corrective action to enforce compliance. Such notice must indicate the nature of the non-compliance and the procedure whereby CORPORATION will 12 have the opportunity to participate in formulating any corrective action recommendation. CITY will have the right to require the presence of CORPORATION'S officer(s) and EXECUTIVE DIRECTOR at any hearing or meeting called for the purpose of considering corrective action. In the event that CORPORATION does not implement the corrective action recommendations in accordance with the corrective action timetable, CITY may suspend payments hereunder or terminate this Contract as set forth in Section VII below. VII. TERMINATION A. Termination for Cause. CITY may terminate this Contract by providing written notice to CORPORATION, for any of the following reasons: uncorrected Contract non- compliance as defined in Section VI, Paragraph B; CORPORATION is insolvent or in bankruptcy or receivership; a member of the CORPORATION'S Board of Directors or the executive director is found to have committed fraud or; there is reliable evidence that CORPORATION is unable to complete the Project as described in the attached Exhibits. The date of termination will be as specified in the notice. B. Termination for Convenience. In addition to the CITY'S right to terminate for cause set forth in Section VI, either CITY or CORPORATION may suspend or terminate this Contract for any reason by giving thirty(30) days prior written notice to the other party. Upon receipt of such notice,performance of the services hereunder will be immediately discontinued. C. In the event that this Contract is terminated, CORPORATON may be required to return funds according to HUD regulations. D. Upon termination of this Contract, CORPORATION must immediately provide CITY access to all documents, records,payroll, minutes of meetings, correspondence and all other data pertaining to the CDBG Funds granted to CORPORATION pursuant to this Contract. VIII. PURCHASING REAL OR PERSONAL PROPERTY CORPORATION and CITY will comply with all applicable Federal Regulations as detailed by 24 CFR Part 570, Subpart J, i.e. 570.500 (Definitions), 570.503 (Agreements with Subrecipients), 570.504 (Project Income), and 570.505 (Use of Real Property),with regards to the use and disposal of Real or Personal Property purchased in whole, or in part, with CDBG Funds. In addition, 24 CFR Part 85 (the Common Rule) includes definitions which apply to CDBG Real Property, however, the Common Rule section governing Real Property (CFR 85.31) DOES NOT I APPLY TO CDBG ACTIVITIES. A. The following definitions apply to this Contract pursuant to 24 CFR,Part 85 (Common Rule) 85.3: i i 13 i 1. Equipment means tangible, non-expendable,personal property having a useful life of more than one year and an acquisition cost of$5,000 or more per unit. 2. Title as defined in detail in 24 CFR, Part 85.32 (a). 3. Use as defined in detail in 24 CFR, Part 85.32 (c) (1). 4. Supplies as defined in detail in 24 CFR, Part 85.33. 5. Procurement,Use and Disposition of Real Property as defined in detail by 24 CFR 570.503 (Agreements with Subrecipients), 570.505 (Use of Real Property), and 570.504 (Program Income). B. Security Document. As a condition precedent to CITY loaning funds for the purchase of real property or an option to purchase real property, CORPORATION will prepare and execute a Loan Agreement, Promissory Note, Deed of Trust, Regulatory Agreement and such other Contracts restricting the use of said real property for purposes consistent with this Contract, HUD and CDBG Regulations. C. Grants. If a grant is provided for the acquisition of real property, CORPORATION will continually operate its Project for a minimum period of six (6)years from the effective date of this Contract. This obligation will survive the term of this Contract, the assignment or assumption of this Contract and the sale of the property prior to expiration of the obligation period as set forth in this paragraph. If this obligation is not fully met, CORPORATION may be required to reimburse the CITY. The CITY may consider, but will not be limited by,the following factors in calculating the reimbursement obligation: initial grant sum; the duration of the initial contractual obligation to operate the Project versus the actual duration of operation; and the appreciated value. D. Relocation Acquisition, and Displacement. CORPORATION agrees to comply with 24 CFR 570.606 relating to the acquisition and disposition of all real property utilizing CDBG fiends, and to the displacement of persons,businesses, and non-profit organizations as a direct result of any acquisition of real property utilizing CDBG funds. CORPORATION agrees to comply with applicable state laws, City Ordinances, Resolutions, and Policies concerning displacement of individuals from their residences. IV. PROGRAM INCOME Income generated by the Project, is program income and shall be regulated by all provisions of Title 24 CFR 570 Subpart J "Grant Administration," 570.503 "Agreements with Subrecipients," and 570.504 "Program Income." CORPORATION will annually report all program income generated by activities carried out with CDBG funds made available under this Contract. By way of further limitations, CORPORATION may use such income during the Contract period for activities permitted under this Contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the CITY at the end of the Contract period. 14 X. INDEPENDENT CONTRACTOR i This is a Contract by and between independent contractors and is not intended and will not be construed to create the relationship of agent, servant, employee, partnership,joint venture or association between CORPORATION and CITY. CORPORATION, including its officers, employees, agents or independent contractors or subcontractors, shall not have any claim under this Contract or otherwise against CITY for any Social Security, Worker's Compensation, or employee benefits extended to employees of CITY. XI. ASSIGNABILITY A. None of the work or services to be performed hereunder may be assigned, delegated or subcontracted to third parties without the prior written approval of CITY, which the CITY may withhold in its sole discretion. Copies of all third party contracts shall be submitted to CITY at least ten (10) days prior to the proposed effective date. In the event CITY approves of any such assignment, delegation or subcontract, CORPORATION shall remain fully liable for all obligations and requirements under this Contract including the performance and any liabilities attaching to the assignees' actions or omissions. B. This Contract may not be assumed nor assigned to another corporation, person, partnership or any other entity without the prior written approval of CITY. XII.DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION CITY and CORPORATION agree to maintain the confidentiality of any information regarding applicants for services offered by the Project pursuant to this Contract or their immediate families which may be obtained through application forms, interviews,tests, reports from public agencies or counselors, or any other source. Without the written permission of the applicant, such information will be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this Contract, and then only to persons having responsibilities under this Contract, including those furnishing services under the Project through approved subcontracts. XIII. HOLD HARMLESS In addition to the indemnity obligations set forth in Exhibit D, "Basic Insurance and Bond Requirements for Non-Profit Contracts", and Section III.K. of this Contract, CORPORATION will indemnify and hold harmless the CITY, its employees, agents, and officials, members of boards and commissions, from any and all claims, actions, suits, charges and judgments whatsoever, with respect to any damages, including attorney's fees and court costs, arising out of the failure of the CORPORATION's Project to comply with applicable laws, ordinances, codes, regulations and decrees, including without limitation those set forth in Exhibit F. 15 XIV. WAIVER OF RIGHTS AND REMEDIES In no event will any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the covenants or conditions of this Contract or any default which may then exist on the part of CORPORATION, and the making of any such payment while any such breach or default will in no way impair or prejudice any right or remedy available to CITY with respect to such breach or default. In no event will payment to CORPORATION by CITY in any way constitute a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to CORPORATION on any item,which is not eligible for payment under the Project or this Contract. XV. NON-DISCRIMINATION CORPORATION will comply with all applicable Federal, State and local laws and regulations including the City of Cupertino's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act(Government Code sections 12900 et seg.); and California Labor Code sections 1101 and 1102. CORPORATION will not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability,physical disability, medical condition,political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization,promotion, layoff, rates of pay, or other forms of compensation. Nor shall CORPORATION discriminate in provision of services provided in this Contract because of age,race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability,physical disability, medical condition,political beliefs, organizational affiliations, or marital status. This non-discrimination provision must be included in CORPORATION's contracts with sub- contractors and vendors when utilizing the CDBG Funds disbursed for this Project. XVI. AMENDMENTS Amendments to the terms or conditions of this Contract must be requested in writing by a duly authorized representative of the party desiring such amendments, and any such amendment shall be effective only upon the mutual agreement in writing of the parties hereto. Amendments will not invalidate this Contract,nor relieve or release the CITY or the CORPORATION from its obligations under this Contract. 16 XVII. INTEGRATED DOCUMENT This Contract contains the entire agreement between CITY and CORPORATION with respect to the subject matter hereof. No written or oral agreements with any officer, agent or employee of CITY prior to execution of this Contract shall affect or modify any of the terms of obligations contained in any documents comprising this Contract. i i XIII. MISCELLANEOUS A. Captions. The captions and section headings used in this Contract are for convenience of reference only, and the words contained herein will, in no way, be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Contract. B. Discretion Retained By CITY. CITY's execution of this Contract in no way limits the discretion of the CITY in the permit and approval process in connection with the Project. C. Exhibits. All Exhibits attached hereto and referred to in this Contract are incorporated herein by this reference as if set forth fully herein. Exhibits are as follows: Exhibit A (Project Description),Exhibit B (Project Work Plan), Exhibit C (Proposed Implementation Time Schedule), Exhibit D (Project Budget), Exhibit D (Basic Insurance and Bond Requirements for Non-Profit Contracts), Exhibit F (CDBG Regulations), and Exhibit G(Project Scope of Work). D. Interpretation. Each party to this Contract has had an opportunity to review the Contract, confer with legal counsel regarding the meaning of the Contract, and negotiate revisions to the Contract. This Contract shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. The parties have read and reviewed this Contract and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (including but not limited to Civil Code Section 1654 as may be amended from time to time, or any other state law, or common law principle) shall not apply to the interpretation of this Contract. E. No Third Party Beneficiaries. There shall be no third party beneficiaries to this Contract. F. Choice of Law and Venue. This Contract shall be governed by and construed in accordance with California law. Venue shall be Santa Clara County. G. Parties Bound. Except as otherwise limited herein,the provisions of this Contract shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, legal representatives, successors,and assigns. i 17 H. Attorneys' Fees. If any lawsuit is commenced to enforce any of the terms of this Contract, the prevailing party will have the right to recover its reasonable attorneys'fees and costs of suit from the other party. 1. Severability. If any term of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable,the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. J. Authorization. The persons signing below are duly authorized to execute this Contract. K. Multiple Originals; Counterpart. This Contract may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. [Signatures on following page.] 18 IN WITNESS WHEREOF, the parties have executed this Contract the day and year above written. CORPORATION: CITY: WEST VALLEY COMMUNITY CITY OF CUPERTINO, a municipal SERVICES, a non-profit public benefit corporation corporation By: By: 5 2 i Josh Selo DATE 'mm Borden DATE Executive Director Interim City Manager APPROVED AS TO FORM AND ATTEST: LEGALITY: d-1-11. Heather Minner DATE Grace Schmi t DATE City Attorney City Clerk 19 EXHIBIT A PROJECT DESCRIPTION FY 2019-20 Agency Name: DUNS: West Valley Community Services of Santa Clara 141088968 County Inc. Executive Director: Project Manager: Project# (For Office Use Only) Josh Selo Su'atha Venkatraman 260-72-710 600-623 Street Address: City: State: Zip Code: 10104 Vista Drive Cupertino CA 1 95014 Telephone number: Fax Number: Manager E-mail 408-255-8033 sujathavgwycommunityservices.or Name of Project: Vista Village Renovation Project Project Location: 10104 Vista Drive Cupertino, CA 95014 Project Description: West Valley Community Services, Inc. is a private non-profit,community-based agency that has been providing direct assistance and referral services in the West Valley communities of Cupertino, Saratoga, West San Jose,Los Gatos, Monte Sereno,and the unincorporated mountain regions for 45 years. This project will help repair Vista Village BMR rental complex. The complex is owned by WVCS and was built in 2002 and features one bedroom and two bedroom units. Through past CDBG funding,we have renovated 11 units. There are still 13 units that are in need of substantial repair. We are requesting fiords for 2019-2020 to repair 4 more units that have been occupied by residents for more than 10 years. The repairs include laminate flooring,painting, new kitchen countertops,cabinets,replacing old carpets, and a new laminate floor for the bathroom. We are also planning to repair the current irrigation system to prevent flooding and add new drought-resistant ground cover. 20 EXHIBIT B PROJECT WORK PLAN FY 2019-20 AGENCY NAME: West Valley Community Services PROGRAM NAME: Vista Village Renovation Project HUD National Objectives: 14B—Rehab: Multi-Unit Residential Low/Mod Income Type: LMH: Low/Mod Housing Benefit Benchmarks for Each Quarter Objectives ist 2nd 31A 4`1 TOTAL Repair BMR Unit 1 0 0 0 1 21 EXHIBIT C PROJECT BUDGET FY 2019-20 AGENCY NAME: West Valley Community Services PROGRAM NAME: Vista Village Renovation Project Proposed Program Expenses FY 2019-20 Equipment Rental/Maintenance $1,200 Audit/Legal/Professional Services(for CDBG Capital Housing $3,000 portion only) Direct Services (Funding forspecific service such as a meal, ride) $1,800 Contracted Services $37,310.20 Total Expenses $43,310.20 22 EXHIBIT D BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS i Definition of Contractor: The "Contractor" as the word is used herein is the party contracting with the City of Cupertino for the direct distribution of CDBG funds. If your organization will be I contracting for construction work (such as general contractors building rental apartments) to undertake a Project (as defined in this Non-Profit/City Contract) then the requirements set forth herein shall be complied with by the party contracted with for construction work protecting both the non-profit and the City. Indemnity The Contractor shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees from any loss, liability,claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense,during the Term of this Contract,or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Housing and Community Development Program at the address set forth in this Contract at Section VI. PROJECT COORDINATION, Paragraph C., NOTICES. The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. 23 B. Notice of Cancellation of Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. C. Qualifying Insurers All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide, unless otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit(CSL)per occurrence. OR 2. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence- $1,000,000 b. General limit aggregate - $2,000,000 C. Products/Completed Operations- $1,000,000 aggregate d. Personal Injury limit- $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date.If over 50%of the aggregate limits have been paid or reserved,the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/ aggregate to be maintained for two (2) years following acceptance of the work by the City. C. Contractual Liability expressly including liability assumed under this Contract. 24 d. Personal Injury liability. e. Independent Contractors' (Protective) liability. f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City: a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and employees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. C. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e. Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement: { The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. i it 25 i I 5. Comprehensive Automobile Liability Insurance for bodily injury(including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned,non-owned and hired vehicles. 6. Workers' Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all-states endorsement. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. C. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver of subrogation. 7. Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars ($1,000,000). b. If this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000)per occurrence/event. C. This coverage shall be maintained for a minimum of two(2)years following termination of this Contract. The City must first approve any exceptions to the above requirements. 8. Bond Requirements Fidelity Bond-Before receiving compensation under this Contract,Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent(15%)of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and City may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 26 9. Special Provisions i The following provisions shall apply to this Contract: i a. The foregoing requirements as to the types and limits of insurance coverage j to be maintained by the Contractor and any approval of said insurance by the City or its insurance j consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve any self-insurance in writing. C. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If the Contractor fails to maintain such insurance as is called for herein,the City must order the Contractor to immediately suspend work at Contractor's expense until a new policy of insurance is in effect. 27 ADDENDUM TO EXHIBIT D BASIC INSURANCE AND BOND REQUIREMENTS FOR CONSTRUCTION PROJECTS USING CITY FUNDS If your organization will be contracting for construction work(such as general contractors building rental apartments) to undertake a Project (as defined in this Non-Profit/City Contract) then the requirements set forth in this Addendum to Exhibit "D" shall be complied with by the party contracted with for construction work protecting both the non-profit and the City. Indemni The General Contractor (hereinafter referred to as "General") shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees, and the Contractor, it's officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by General and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City or the Contractor. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City and the Contractor. The General shall reimburse the City and the Contractor for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the General is obligated to indemnify, defend and hold harmless the City and the Contractor under this Contract. Insurance Without limiting the General's indemnification of the City and the Contractor, the General shall provide and maintain at its own expense, during the Term of this Contract, or as may be further required herein,the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract,the General shall provide an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. Individual endorsements executed by the insurance carrier shall accompany the Certificate. This verification of coverage shall be sent to the Contractor at the address stated below and to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the Contractor and final approval by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation or Reduction of Coveraize All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community.Development Department as stated above, and the Contractor at the following address: 28 10104 Vista Drive Cupertino, CA 95014 I C. Qualifying Insurers 1 1. All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII,according to the current Best's { Key Rating Guide, unless otherwise approved by the City. it 2. Surety coverage (including bid,performance and payment bonds) shall be required as follows: i a. For projects in excess of$100,000: 1. Either a California Admitted Surety OR a current Treasury Listed Surety(Federal Register); and either a current A.M.Best A IV rated Surety OR a current Standard and Poors (S&P) rating of A; 2. An admitted surety insurer which complies with the provisions of the Code of Civil Procedure, Section 995.660*; OR 3. In lieu of 1 & 2, a company of equal financial size and stability that is approved by the City's Insurance/Risk Manager. b. For projects between $25,000 and not exceeding $100,000: 1. A California Admitted Surety and either a current A.M.Best B rated Surety OR a current Standard and Poors (S&P) rating of B B; OR 2. An admitted surety insurer which complies with the provisions of i the Code of Civil Procedure, Section 995.660% I OR 3. In lieu of 1 & 2, a company of equal financial size and stability that is approved by the City's Insurance/Risk Manager. California Code of Civil Procedure Section 995.660 in summary,states that an admitted surety must provide: 1)the original,or a certified copy of instrument authorizing the person who executed the bond to do so;2)a certified copy of the Certificate of Authority issued by the Insurance Commissioner;3)a certificate from City Clerk of Cupertino City that Certificate of Authority has not been surrendered,revoked,canceled,annulled or suspended;4)a financial statement showing the assets and liabilities of the insurer at the end of the quarter calendar year,prior to 30 days next preceding the date of the execution of the bond. 29 D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit(CSL)per occurrence. OR 2. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence- $1,000,000 b. General limit aggregate - $2,000,000 C. Products/Completed Operations- $1,000,000 aggregate d. Personal Injury limit- $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date.If over 50%of the aggregate limits have been paid or reserved,the City may require additional coverage to be purchased by the General to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000)per occurrence/aggregate to be maintained for two(2)years following acceptance of the work by the City. C. Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability. e. Independent Contractors' (Protective) liability f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City and the Contractor: a. Additional Insured Endorsement: 30 Insurance afforded by this policy shall also apply to the City of Cupertino and Contractor as additional insureds. b. Primary Insurance Endorsement: Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino and the Contractor shall be 1 excess only and not contributing with insurance provided under this policy. C. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be canceled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino CDBG Project, and the Contractor at the addresses set forth on page 10 of this Addendum. d. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the 1 Company's limit of liability. 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned,non-owned and hired vehicles. 6. Workers' Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all-states endorsement. I b. h' coverage Employer's Liability for not less than one million dollars g � ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. I i 7. Work and Materials Insurance (including but not limited to Builder's Risk, Course of Construction, Installation Floater or similar first party property insurance for covering the interest of the Contractor and the City) shall be provided by the Contractor. The Contractor's coverage shall provide the following: a. Coverage shall be provided on an "all-risk" basis. b. Coverage shall be provided on the work and materials which are the subject of this Contract, whether in process or manufacture or finished, including in transit coverage to the final agreed upon destination of delivery, and including loading and unloading operations, and such coverage shall be in force until the work and materials are accepted by the City. C. City and non-profit shall be named as additional insured as its interests may appear at the time of loss. 31 d. Coverage shall be in an amount no less than the full replacement value of the property at the time of loss. e. The deductible shall not exceed $1,000 per occurrence unless otherwise approved by the City and shall be borne by the Contractor. f. If the construction contractor fails to maintain such insurance as is called for herein, the City shall have cause to terminate this Contract in accordance with Section VI, paragraph B. 8. Bond Requirements The following bond requirements apply: a. Contract Bonds - Prior to execution of the Contract, Contractor shall file with the City on the approved forms, the two surety bonds in the amounts and for the purposes noted below, duly executed by a reputable surety company satisfactory to City, and Contractor shall pay all premiums and costs thereof and incidental thereto. Both Contractor and the sureties shall sign each bond. b. The "payment bond for public works" shall be in an amount of one hundred percent(100%) of the Contract price, as determined from the prices in the bid form, and shall insure to the benefit of persons performing labor or furnishing materials in connection with the work of the proposed Contract. This bond shall be maintained in full force and effect until all work under the Contract is completed and accepted by the City, and until all claims for materials and labor have been paid. C. The "performance bond" shall be in an amount of one hundred percent (100%) of the Contract price as determined from the prices in the bid form. and shall insure the faithful performance by Contractor of all work under the Contract. It shall also insure the replacing of, or making acceptable, any defective materials or faulty workmanship. Should any surety or sureties be deemed unsatisfactory at any time by the City notice will be given Contractor to that effect,and Contractor shall forthwith substitute a new surety or sureties satisfactory to the City.No further payment shall be deemed due or will be made under the Contract until the new sureties qualify and are accepted by the City. All alterations, time extensions, extra and additional work, and other changes authorized by the Specifications, or any part of the Contract, may be made without securing consent of the surety or sureties on the contract bonds. 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the General and any approval of said insurance by the City or the 32 Contractor are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the General pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The Contractor reserves the right to withhold payments to the General in the event of material noncompliance with the insurance requirements outlined above. C. The Contractor shall notify the City Community Development Department promptly of all losses or claims over $25,000 resulting from work performed under this contract, or any products/completed operations loss or claim against the contractor resulting from any of the contractor's work. i 33 EXHIBIT E CDBG REGULATIONS CORPORATION hereby assures and certifies that it will comply with all regulations,policies, guidelines and requirements applicable to the acceptance and use of Federal funds for this Federally-assisted project and will be responsible for implementing and complying with all relevant future changes to Federal Regulations or OMB Circulars. Specifically, CORPORATION gives assurances and certifies with respect to the Project that it is in compliance with the following CDBG regulations set forth in 24 CFR Part 570 (the "CDBG Regulations"), including all subsections set forth below. 1. 570.601. Public Law 88-352 and Public Law 90-284; affirmatively furthering fair housing; Executive Order 11063. The Project shall be conducted and administered in conformity with the Fair Housing Act(42 U.S.C. 3601 et seq.) and implementing regulations at 24 C.F.R. Part 100; Title VI of the Civil Rights Act of 1964, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974, as amended; Section 504 of the Rehabilitation Act of 1973 (29 USC 794 et seq.); the Age Discrimination Act of 1975 (42 USC 6101 et seq.); Executive Order 11063, as amended by Executive Order 12259 and implementing regulations at 24 C.F.R. Part 107; Executive Order 11246, as amended by Executive Orders 11375, 12086, 11478, 12107; Executive Order 11625 as amended by Executive Order 12007; Executive Order 12432; Executive Order 12138 as amended by Executive Order 12608; and Executive Order 13672 concerning gender identity. 2. 570.602. Section 109 of the Act. 3. 570.603. Labor Standards. 4. 570.604. Environmental Standards. 5. 570.605. National Flood Insurance Program. 6. 570.606. Relocation, Displacement and Acquisition. 7. 570.607. Employment and Contracting Opportunities. 8. 570.608. Lead-Based Paint. 9. 570.609. Use of Debarred, Suspended,or Ineligible Contractors or Subrecipients. 10. 570.610. Uniform Administrative Requirement and Cost Principles. The CITY, its Subrecipients, agencies or instrumentalities, shall comply with the policies, guidelines, and requirements of 24 CFR Part 85 (Common Rule), and OMB Circulars A-110 (Grants and Agreements with Non-Profit Organizations),A-122 (Cost Principles for Non- Profits), A-128 (Audits of State and Local Governments-implemented at 24 CFR, Part 24), and A-133 (Audits of Institutions of Higher Education and Other Non-Profit 34 i i Institutions), as applicable, as they relate to the acceptance and use of Federal finds under this part. The applicable sections of 24 CFR, Part 85 and OMB Circular A-100 are set forth at 570.502. 11. 570.611. Conflict of Interest. i 12. 570.612. Executive Order 12372. Permits states to establish its own process for review and comment on proposed Federal financial assistance programs, specifically the use of CDBG funds for the construction or planning of water or sewer facilities. 13. 570.613. Eli ig bility restrictions for certain resident aliens. 14. 570.614. Architectural Barriers Act and the Americans with Disabilities Act. Federal regulations issued pursuant thereto, which prohibit discrimination against the disabled in any federally assisted program,the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157) and the applicable requirements of Title 11 and/or Title III of the Americans with Disabilities Act of 1990 (42 U.S.C. 12131 et seq.),the requirements of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), and federal regulations issued pursuant thereto. 15. Drug Free Work Place. The requirements of the Drug Free Workplace Act of 1988 (P.L. 100-690) and implementing regulations at 24 C.F.R. Part 24. 16. Religious Organizations. If the CORPORATION is a religious organization, as defined by the CDBG program, all conditions prescribed by HUD for the use of CDBG Funds by religious organizations, including the First Amendment of the United States Constitution regarding church/state principles and the applicable constitutional prohibitions set forth in 24 C.F.R. Section 570.2000). 17. Flood Disaster Protection. The Flood Disaster Protection Act of 1973 (P.L. 93-234). No portion of the assistance provided under this Agreement is approved for acquisition or construction purposes as defined under Section 3(a) of said Act, for use in an area identified by HUD as having special flood hazards which is located in a community not then in compliance with the requirements for participation in the national flood insurance program pursuant to Section 201(d) of said Act. The use of any assistance provided under this Agreement for such acquisition or construction in such identified areas in communities then participating in the national flood insurance program is subject to the mandatory purchase of flood insurance requirements of Section 102(a) of said Act. Any contract or Agreement for the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this Agreement is to contain certain provisions. These provisions will apply if such land is located in an area identified by HUD as having special flood hazards and in which the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, as amended, 42 U.S.C. 4001 et sec. These provisions obligate the transferee and its successors or assigns to obtain and maintain, during the ownership of such land, such flood insurance as required with j respect to financial assistance for acquisition or construction purposes under-Section j 35 102(s)of the Flood Disaster Protection Act of 1973. Such provisions are required notwithstanding the fact that the construction on such land is not itself funded with assistance provided under this Agreement. 18. Environmental and Historic Preservation. 24 C.F.R. Part 58,which prescribe procedures for compliance with the National Environmental Policy Act of 1969 (42 U.S.C. 4321-4361), and the additional laws and authorities listed at 24 C.F.R. 58.5. 19. Violence Against Women Act. The requirements of the Violence Against Women Reauthorization Act of 2013 (Pub. L. 113--4, 127 Stat. 54) applicable to HUD-funded programs. 20. Anti-Lobbying; Disclosure Requirements. The disclosure requirements and prohibitions of 31 U.S.C. 1352 and implementing regulations at 24 C.F.R. Part 87. 21. HUD Regulations. Any other HUD regulations present or as may be amended, added, or waived in the future pertaining to the CDBG grant funds, including but not limited to HUD regulations as may be promulgated regarding subrecipients. ADDITIONAL FEDERAL REGULATIONS, REQUIREMENTS,PROVISIONS AND CITATIONS OMB OMB Circulars Circulars for for Non Gov't. Gov't. Other Federal Provisions Federal Regulations* Subreci Tents Subreci ients Regulations** 1. National Objective 570.200(a)(1)+(2), Compliance/Eligibility 570.201-570.209, 570.506 2. Scope of Work 570.503 3. Time of Performance 570.503 4. Compensations and Method of 570.502,570.513 A-122,A-21 A-87 24 CFR Part 85 Payment 5. Program Income 570.500(a), 570.503(b)(3),570.504 6. Record-Keeping Requirements 570.502,570.503(b)(2), 24 CFR Parts 84 and 570.506 85 7. Reporting Requirements 570.502,570.507 24 CFR Parts 84 and 85 8. Public Access to Program 570.502,570.508 24 CFR Parts 84 and Records 85 9. Grant Closeout Procedures 570.502,570.509 10. Uniform Administrative and 570.502,570.503(b)(4), A-122,A-21,A- A-87,A-133 24 CFR Parts 84 and Program Management 570.610 133 85 Standards 11. Reversion of Assets 570.502,570.503, 570.505 36 i 12. Real Property 570.502,570.503(b)(7), 570.505 13. Other Program Requirements 570.503(b)(5),570.600- 603, 570.605-614 14. Termination 570.502,570.503 24 CFR Part 84.43 15. Compliance with 570.501 A-122 24 CFR Parts 84 and Laws/Regulations 85 16. Antidiscrimination/ 570.601,570.602, 570.607 Affirmative Action and EEO 17. Financial Management 570.502,570.610 24 CFR Parts 84.20 and 85.20 and Treasury Cir. 1075 18. Audits 570.502,570.610 A-133 A-133 24 CFR Parts 84.26 and 85.26 19. Religious and Political 570.2000),570.207 Activities 20. Budget Modifications 570.502.570.503(b)(1) 21. Monitoring 570.501(b), 24 CFR Parts 84 and 570.502(b)(vii), 85 570.503(b)(1) 22. Conflict of Interest 570.611 24 CFR Parts 84 and 85 23. Procurement Methods 570.502 24 CFR Parts 84.40- 48 and 85.36 24. Budget 570.503 25. Project Schedule/Milestones 570.503 26. Environmental Review 570.503(b)(3)(1) * Unless otherwise noted,citations are from Title 24 of the Code of Federal Regulations(CFR). ** Part 84 applies to institutions of higher education,hospitals,and other non-profit organisations;Part 85 applies to state,local,and federally i recognized Tribal governments. i i Requirements Federal Regulations Other References I 1.Federal Labor Standards 24 CFR 570.603;29 CFR Parts 1, Section 110,Housing and , 1. Davis-Bacon 3,and 5 Community Development Act of 1 2. Copeland Act(Anti-kickback) 1974(HCDA);40 U.S.C.276a- j 3. Contract Work Hours and Safety Standards 276a-5;40 U.S.C.276c;40 U.S.C. i 327 et seq. 2.Equal Employment Opportunity 24 CFR 570.601-602, 24 CFR 570.607, Executive Orders 11246 and 41 CFR 60 12086, 12 U.S.C. 1701u 3.List of Debarred or Ineligible Contractors 24 CFR 570.609, 24 CFR 24 4.Non-Discrimination 24 CFR Part 8, Section 504 of Rehab.Act of 1973, 24 CFR 570.601, Americans with Disabilities Act of 24 CFR 570.602 1990,Exec.Order 11063 5.Fire Safety Codes Local 6.Building,Housing,and Zoning Codes;Housing 24 CFR 570.208(b)(1)(iv)and Local Quality Standards (b)(2) 7.Lead-Based Paint 24 CFR 570.608, 42 U.S.C.4821 et seq. 24 CFR 35 8.Lump Stun Drawdowns 24 CFR 570.513 i 9.Environmental/Historic Preservation/National 24 CFR 570.503(b)(5)(i), Sec. 104(g),HCDA Environmental Policy Act/Flood Insurance 24 CFR 570.604,570.202, j Requirements 24 CFR 58 i 37 1. Siting Near Airports and Coastal Barrier Resources 2. Fish and Wildlife Protection Ref.At 24 CFR 58.6 3. Flood Plain 4. National Historic Preservation See reference at 24 CFR 5. Noise Abatement&Control 58.5570.605,58.6 6. Wetlands 7. Air Quality 8. Coastal Zones 9. Endangered Species 10. Thermal/Explosive Hazards 11. Flood Insurance 42 U.S.C.4001 et seg. 10.Relocation,Real Property Acquisition,and One- 24 CFR 570.201(i),570.606, Sect. 104(d)and 105(a)(11)of For-One Housing Replacement 49 CFR 24, HCDA,www.hud.gov/relocation C. Uniform Relocation Act D. Residential anti-displacement and relocation assistance E. One-For-One Replacement 24 CFR 570.606(c)(1) 38 EXHIBIT F PROJECT SCOPE OF WORK j FY 2019-20 i This project will help revitalize the Vista Village affordable housing complex with various repairs and renovations. This project aligns with the agency's vision of transforming the lives of low-income households by providing a safe and affordable home. The total project scope includes the following: Repair one housing unit. The repairs include laminate flooring, painting, new kitchen countertops, cabinets, replacing old carpets, and a new laminate floor for the bathroom. The residents of these units moved into their apartment in 2002 when the Vista Village complex was first built, and no significant repairs have been conducted since then. The cost also includes motel relocation expenses for the residents currently occupying these units. Residents will need to be briefly relocated in order to complete this work. We are also proposing to repair the current irrigation system to prevent flooding and add a new drought-resistant ground cover. We are seeing a lot of drainage and water leaks around the property due to an aging irrigation system. i I 39 I I -� WESTVAL-05 MARIAVELAS UEZ ,a►�RO CERTIFICATE OF LIABILITY INSURANCE DATE 1 si/t 1212 vzo19 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: NFP Property&Casualty Services,Inc. PHONE FAX 160 West Santa Clara Street (A/c,No,Ext):(408)792-5400 (A/c,No);(408)792-3670 Suite 575 ADDRESS: San Jose,CA 95113 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Philadelphia lndemni Insurance Company 18058 INSURED INSURER B;New York Marine And General Insurance Company 16608 West Valley Community Services of Santa Clara County,Inc. INSURERC: 10104 Vista Drive INSURER D: Cupertino,CA 95014 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MMIDD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR PHPK1991862 6/1/2019 6/1/2020 DAMAGE TO RENTED 100,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 POLICY❑PRO- ❑LOC 1,000,000 JECT PRODUCTS-COMP/OP AGG $ OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO PHPK1991862 6/1/2019 6/112020 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ AUTOS ONLY NON-OWNED ONLYY PROPERTY DAMAGE $ Per acadenl $ A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 X EXCESS LIAB CLAIMS-MADE PHUB679137 6/1/2019 6/1/2020 AGGREGATE $ 2,000,000 DED X RETENTION$ 10,000 B WORKERS COMPENSATION X IPER STATUTE EORH AND EMPLOYERS'LIABILITY Y/N WC201800007927 12/31/2018 12/31/2019 ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A E&O PHPK1991862 6/1/2019 6/1/2020 Each Incident 1,000,000 A E&O PHPK1991862 6/1/2019 6/1/2020 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD lal,Additional Remarks Schedule,may be attached if more space is required) RE: Events underwritten contract City of Cupertino,Its Officials&Employees named as an additional insured perform CG2026 attached. Primary wording applies. Blanket Work Comp waiver endorsement WC 04 03 06 attached- (Form CIR attached) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino,Its Officials&Employees THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y PACCORDANCE WITH THE POLICY PROVISIONS. Attn:Recreation&Community Services/Facilities 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:WESTVAL-05 MARIAVELASQUEZ LOC#: 1 A 0" ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED NFP Property &Casualty Services Inc. West Valley Community Services of Santa Clara County,Inc. P Hy Y 10104 Vista Drive POLICY NUMBER Cupertino,CA 95014 EE PAGE 1 CARRIER NAIC CODE EE PAGE 1 SEE P 1 EFFECnVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance CIR The attached Certificate of Insurance is provided as part of our service to our client,the Insured. If special endorsements have been provided,they also are indicated attached.You may find that these documents do not comply with all the terms and conditions of the underlying contract between the Certificate Holder and the Insured due to the insurance company's insuring conditions, limitations,exclusions and other terms. If you have any questions, please contact the undersigned. NFP Property and Casualty Services,Inc. 160 West Santa Clara Street, Suite#575 CA License#OF15715 TELEPHONE:408.792.5400 FAX:408.792.3670 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: PHPK1991862 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSPIRED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Cupertino, Its Officials&Employees Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for"bodily injury", "property If coverage provided to the additional insured is damage or personal and advertising injury required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. Required by the contract or agreement; or 1. In the performance of your ongoing operations; or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in theDeclarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 0413 ©Insurance Services Office, Inc., 2012 Page19 of 18 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed.04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2.00% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any Person or Organization as Required By Written Contract All Operations of the Named Insured as requested by the certholder. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 2018-12-31 Policy No. Endorsement No. 1 Insured WC201800007927 West Valley Community Services of Santa Clara Insurance Company Countersigned By New York Marine and General Insurance Company/28746 WC 04 03 06 (Ed.04-84) ©1998 by the Workers'Compensation Insurance Rating Bureau of California.All rights reserved. Liberty CRIME PROTECTION POLICY MLIt i 1 Edition of April 1,2012 il,le Policy No. 609202178 SURETY The Ohio Casualty Insurance Company (Herein called Company) DECLARATIONS Item 1. Name of Insured(herein called Insured): West Valley Comtnunity Services of Santa Clara County, Inc. Principal Address: 10104 Vista Drive, Cupertino, CA 95014 Item 2. Policy Period:from 12:01 a.m.on August 1,2019 to 12:01 a.m.on Continuous (MONTH,DAY,YEAR) (MONTH,DAY,YEAR) Item 3. INSURING AGREEMENTS,LIMITS OF INSURANCE AND DEDUCTIBLES Limit of Insurance Deductible Amount Insuring Agreement Per Occurrence Per Occurrence 1. Employee Dishonesty $ 20,000.00 $ 1,000.00 2. Forgery or Alteration $ $ 3. Inside the Premises $ $ 4. Outside the Premises $ $ 5. Computer Fraud $ $ 6. Money Orders and Counterfeit Paper Currency $ $ If added by Endorsement Insuring Agreement(s): If"Not Covered"is inserted above opposite any specified Insuring Agreement,or if no amount is inserted, such Insuring Agreement and any other reference thereto in this Policy-shall be deemed to be deleted. Item 4. ENDORSEMENTS FORMING PART OF THIS POLICY WHEN ISSUED SE 0145 02 06,SE 01 17 04 12,SE 0133 1104 Item 5. CANCELLATION OF PRIOR INSURANCE By acceptance of this Policy you give us notice canceling prior policy Nos. Issue Date 8/12/2019 At Scottsdale,AZ By &x ��,/ Authorized Representative SP 00 01 0412 Printed in U.S.A. Copyright,The Surety&Fidelity Association of America,2012 CRIME PROTECTION POLICY TABLE OF CONTENTS Page A. CONSIDERATION CLAUSE................................................................................................ ........3 B. INSURING AGREEMENTS 1. Employee Dishonesty.................................................................................................................................................3 2. Forgery or Alteration................................................................................................................................................. 3 3. Inside the Premises.................................................................................................................................................... 3 4. Outside the Premises................................................................................................................................................. 3 S. Computer Fraud.............................................................................................................. ............................... 4 6. Money Orders and Counterfeit Paper Currency........................................................................................................ 4 C. DEFINITIONS 1. Banking premises................:.....................................................................................................................................4 2. Cash...........................................................................................................................................................................4 3. Counterfeit.................................................................................................................................................................4 4. Custodian...................................................................................................................................................................4 5. Employee...................................................................................................................................................................4 6. Forgery.......................................................................................................................................................................4 7. Messenger..................................................................................................................................................................5 8. Money........................................................................................................................................................................5 9. Occurrence.................................................................................................................................................................5 10.Other property........................................................................................................................ ........ .............. 5 11.Payment order............................................................................................................................................................5 12.Premises.....................................................................................................................................................................5 13.Robbery......................................................................................................................................................................5 14.Safe burglary..............................................................................................................................................................5 15.Securities....................................................................................................................................................................5 16.Security procedure.................................................................................................................................................... 5 17.Theft...........................................................................................................................................................................5 18.Watchperson...............................................................................................................................................................5 D. EXCLUSIONS Applicable to All Insuring Agreements,Except as Indicated 1. Acts Committed by You...........................................................................................................................................6 2. Acts of Employees,Directors,Trustees or Representatives......................................................................................6 3. Fire.............................................................................................................................................................................6 4. Governmental Action.................................................................................................................................................6 5. Indirect Loss............................................................................................................................................................. 6 6. Legal Expenses..........................................................................................................................................................6 7. Nuclear Chemical or Biological................................................................................................................................6 8. War and Similar Actions.......................................................................................................................................... 6 9. Confidential Information...........................................................................................................................................6 10.Data Breach Costs.................................................................................................................................................... 6 Applicable to Specific Insuring Agreements 1. Under Insuring Agreement 1 Employee Canceled Under Prior Insurance.......................................................................................................7 BondedEmployee..............................................................................................................................................7 Damages............................................................................................................................................................ 7 Treasureror Tax Collector.................................................................................................................................7 2. Under Insuring Agreements 1 and 5 InventoryShortages........................ .........................................................................................7 3. Under Insuring Agreements 3 and 4 Accounting or Arithmetical Errors or Omissions..............................................................................................7 MoneyOperated Devices...................................................................................................................................7 Transfer or Surrender of Property......................................................................................................................7 Vandalism......................................................................................................................................................... 7 4. Under Insuring Agreement 4 Motor Vehicles or Equipment and Accessories.................................................................................................8 1 5. Under Insuring Agreements 3,4 and 6 Exchangesor Purchases...................................................................................................................................8 Voluntary Parting of Title to or Possession of Property................................................................................. 8 6. Under Insuring Agreement 5 Failure to Follow Security Procedures...........................................................................................................8 Debitand Credit Cards.............. ..............................................................................................8 E. CONDITIONS Applicable to All Insuring Agreements 1. Cancellation,...........................................................................................................................................................8 2. Changes...................................................................................................................................................................8 3. Concealment,Misrepresentation or Fraud.....................................................................:........................................9 4. Consolidation and Merger......................................................................................................................................9 5. Deductible............................................................................................................................................................. 9 6. Discovery of Loss...................................................................................................................................................9 7. Duties in the Event of Loss....................................................................................................................................9 8. Extended Period to Discover Loss.........................................................................................................................9 9. Joint Insured.......................................................................................................................................................... 10 ; 10.Legal Action Against Us 11.Liberalization.........................................................................................................................................................10 12,Limit of Insurance................................................................................................................................................. 10 13.Loss Covered Under More Than One Coverage 14.Non-Cumulation Limit of Insurance.....................................................................................................................10 15.Other Insurance..................................................................................................................................................... 10 16.Ownership of Property,Interests Covered............................................................................................................ 10 17,Records..................................................................................................................................................................11 18.Recoveries............................................................................................................................................................. 11 19.Territory................................................................................................................................................................ 11 20.Transfer of Your Rights and Duties Under This Policy........................................................................................I I 21.Transfer of Your Rights of Recovery Against Others to Us.................................................................................11 22.Valuation—Settlement.......................................................................................................................................... 11 I Applicable to Specific Insuring Agreements 1, Insuring Agreement I Cancellation as to Any Employee....................................................................................................................12 2. Insuring Agreement 2 Deductible.......................................................................................................................................................12 Facsimile Signatures....................... ....12 ............................................................................................................. Proofof Loss................................................................................................................................................... 12 Territory ......... ..................................................................13 3. Insuring Agreements 3 and 4 Special Limit of Insurance for Specified Property........................................................................................ 13 Dutiesin the Event of Loss.............................................................................................................................13 4. Insuring Agreement 5 Special Limit of Insurance for Specified Property................................... .. 13 Duties in the Event of Loss Territory..........................................................................................................................................................13 2 CRIME PROTECTION Throughout this Policy the words"you"and"your"refer to the Insureds)shown in the POLICY Declarations.The words"we", "us"and'bur"refer to the Company providing this insurance. Read the entire Policy carefully to determine rights,duties and what is or is not covered. Words and phrases defined in the Policy are in boldtype. A. CONSIDERATION In return for the payment of the premium,and subject to the Declarations,Insuring Agree- CLAUSE merits,Definitions,Exclusions,Conditions and other terms of this Policy,we will pay for loss covered by an Insuring Agreement of this Policy that you sustain resulting directly from acts committed or events occurring at any time and discovered by you during the Policy Period shown in the Declarations or during the period of time provided in the Extended Period to Discover Loss,Condition E.9. B. INSURING 1. Employee Dishonesty AGREEMENTS We will pay for loss resulting directly from dishonest acts committed by an employee, whether identified or not,acting alone or in collusion with other persons,with the manifest intent to: a. Cause you to sustain loss;and b. Obtain an improper financial benefit for: (1) The employee;or (2) Any person or organization intended by the employee to receive that benefit. As used in this Insuring Agreement,an improper financial benefit does not include any employee benefits received in the course of employment,including: salaries, commissions,fees,bonuses,promotions,awards,profit sharing or pensions. 2. Forgery or Alteration a. We will pay for loss resulting directly from forgery or alteration of checks,drafts, promissory notes,or similar written promises,orders,or directions to pay a sum certain in money that are: (1) Made or drawn by or drawn upon you; (2) Made or drawn by one acting as your agent; or that purport to have been so made or drawn. b. If you are sued for refusing to pay any instrument covered in paragraph 2 a.on the basis that it has been forged or altered,and you have our written consent to defend against the suit,we will pay for any reasonable legal expenses that you incur and pay in that defense. The amount that we pay for such legal expenses is in addition to the Limit of Insurance applicable to this Insuring Agreement. 3. Inside the Premises a. We will pay for loss of cashand securities inside the premisesor banking premises resulting directly from theft,disappearance or destruction.Provided, however,in the case of theft,the theft was committed by a person physically present in the premisesor banking premises at the time of loss of such cashor securities. b. We will pay for loss of,and loss from damage to, other property: (1) Inside the premises resulting directly from an actual or attempted robberyof a custodian;or (2) Inside the premises in a safe or vault,resulting directly from an actual or attempted safe burglary. c. We will pay: (1) For loss from damage to the premises or its exterior;or (2) For loss of,and loss from damage to,a locked safe,vault,cash register, cash box or cash drawer located in the premises; resulting directly from an actual or attempted theft,robbery or safe burglary,if you are the owner of the premises or are liable for damage to it. 4. Outside the Premises We will pay for loss of,and loss from damage to,cash,securities and other property outside thepremises while in the care and custody of a messenger or armored motor vehicle company: a. For cash and securities resulting from theft,disappearance or destruction;and b. For other property resulting from actual or attempted robbery. 3. 5. Computer Fraud We will pay for loss resulting directly from the use of any computer to impersonate you, or your authorized officer or employee,to gain direct access to your computer system,or to the computer system of your financial institution,and thereby fraudulently cause the transfer of money,securitiesor other property from yourpremises or banking premises to a person,entity,place or account outside of your control. 6. Money Orders and Counterfeit Paper Currency We will pay for loss resulting directly from your having accepted in good faith and in the regular course of business,in exchange for merchandise,money or services: a. Money orders issued by any post office,express company or bank in the United States or Canada that are not paid upon presentation;or b. Counterfeit United States or Canadian paper currency. C. DEFINITIONS 1. Banking premises means the interior of that portion of any building occupied by a financial institution with which you have an account or which has custody of your money or securities. 2. Cash means United States or Canadian bills and coins in current use and having a face value that are accepted by the United States or by the government of Canada as legal tender for the payment of debts. 3. Counterfeit means an imitation of an actual valid original which is intended to deceive and to be taken as the original. 4. Custodian means you,any of your partners or any employee while having care and custody of property inside the premises,excluding any person while acting as a watchperson or janitor. 5. Employeemeans: a. Any natural person: (1) While in your service or for 30 days after termination of service;and (2) Whom you compensate directly by salary,wages or commissions;and (3) Whom you have the right to direct and control while performing services for you. b. Any natural person who is furnished temporarily to you to: (1) Substitute for a permanent employee as defined in(a)above who is on leave;or (2) Meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you excluding,however,any such person while having care and custody of property outside the premises. c. Any natural person who is: (1) A trustee,officer,employee,administrator or manager,except an administrator or manager who is an independent contractor,of any employee benefit plan(s) insured under this insurance;and i (2) Your director or trustee while that person is handling fundsor other propertyof any employee benefit plans(s)insured under this insurance. d. Employee does not mean any: (1) Agent,broker,person leased to you by a labor leasing firm,(except when furnished on a temporary basis under the circumstances set forth in Definition 5.b),factor, commission merchant,consignee,independent contractor or representative of the same general character;or (2) Director or trustee except while performing acts within the scope of the usual duties of an employee. 6. Employee benefit plan(s)means any welfare or pension benefit plan listed in the Declarations that is subject to the Employee Retirement Income Security Act of 1974 (ERISA). 7. Forgery means the signing of the name of another person or organization with intent to deceive;it does not mean a signature which consists in whole or in part of one's own name signed with or without authority,in any capacity,for any purpose. 4. 8. Messenger means you,any of your partners or employees while having care and custody of property outside the premises. 9. Moneymeans a. Cash; b. Demand and savings deposits at financial institutions;and c. Travelers checks,register checks and money orders held for sale to the public. 10. Occurrencemeans: a. As respects Insuring Agreement 1.,all loss or losses caused by,or involving,any one employee,acting alone or in collusion with others. b. As respects Insuring Agreement 2.,alI loss or losses caused by any person or in which that person is involved,whether the loss involves one or more instruments. c. As respects all other Insuring Agreements,all loss or losses caused by: (1) Any number of acts,involving one person whether acting alone or in collusion with others; (2) Any number of acts involving a group of persons acting together;or (3) An act or event,or any number of related acts or events,not involving any identifiable person. 11.Other property means any tangible property other than moneyand securities that has intrinsic value but does not include any property excluded under this insurance. 12.Payment order means an instruction of a sender to a receiving bank,transmitted orally, electronically,or in writing,to pay,or to cause another bank to pay,a fixed or determinable amount of money to a another person. 13.Premises means the interior of that portion of any building you occupy in conducting your business. 14.Robbery means the taking of property from the care and custody of a person by one who has: a. Caused or threatened to cause that person bodily harm;or b. In the presence of that person,caused or threaten to cause bodily harm to someone else. 15.Safe burglary means the taking of: a. Property from within a locked safe or vault by a person unlawfully entering the safe or vault as evidenced by marks of forcible entry upon its exterior;or b. A safe or vault on the premises by a person without your permission. 16.Securities means negotiable and nonnegotiable instruments or contracts representing either money or property and includes: a. Tokens,tickets,revenue and other stamps(whether represented by actual stamps or unused value in a meter)in current use;and b. Evidences of debt issued in connection with credit or charge cards,which cards are not issued by you; but does not include money. 17.Security procedure means a procedure established by agreement of the Insured and its customer or financial institution for the purpose of(i)verifying that a payment orderis that of the Insured,or(ii)detecting error in the transmission or the content of the payment order or communication.A security procedure may require the use of algorithms or other codes,identifying words or numbers,encryption,callback procedures, or similar security devices. 18.Theft means any act of stealing. 19.Watchperson means any person you retain specifically to have care and custody of property on the premises and who has no other duties. 5. D. EXCLUSIONS Applicable to All Insuring Agreements,Except as Indicated We will not pay for loss as specified below: 1. Acts Committed by You or Your Partners Loss resulting from any dishonest act committed by you or any of your partners whether acting alone or in collusion with other persons. 2. Acts of Employees,Directors,Trustees or Representatives We will not pay for loss resulting from any dishonest act committed by any of your employees,directors,trustees or authorized representatives; a. Acting alone or in collusion with other persons;or b. While performing services for you or otherwise; except when covered under Insuring Agreement 1. 3. Fire Loss from damage to the premises resulting from .fire,however caused. 4. Governmental Action Loss resulting from seizure or destruction of property by order of governmental authority. 5. Indirect Loss Loss that is an indirect result of any act or occurrence covered by this Policy including but not limited to,loss resulting from: (a) Your inability to realize income that you would have realized had there been no loss, (b) Payment of damages of any type for which you are legally liable unless you establish that the act or acts that gave rise to the damages involved conduct which caused a loss of money,securltiesor other property which was in your custody and control and for which you were responsible prior to the loss;or (c) Payment of costs,fees or other expenses you incur in establishing either the existence or the amount of loss under this insurance. 6. Legal Expenses Expenses related to any legal action,except when covered under Insuring Agreement 2. 7. Nuclear Chemical or Biological Loss resulting from nuclear reaction,nuclear radiation or radioactive chemical or biological contamination,or any related act or incident. S. War and Similar Actions Loss resulting from war,whether or not declared,warlike action,insurrection,rebellion i or revolution,or any related act or incident. 9. Confidential Information Loss resulting from the theft,disappearance,destruction or disclosure of confidential information including,but not limited to,trade secrets,personal information,customer lists and intellectual property.For purposes of Insuring Agreement 5,confidential information cannot itself be the other property transferred,but a loss otherwise covered under Insuring Agreement 5 shall not be excluded by the fact that confidential information was used to gain access to your computer system or to the computer system of your financial institution in order to cause the fraudulent transfer. 10.Data Breach Costs Expenses related to your obligations to comply with federal and state privacy laws and Payment Card Industry Data Security Standards(if applicable)arising from a data security breach,including,but not limited to,expenses related to notifying affected individuals when the affected individuals'personally identifiable financial or medical information was stolen,accessed,downloaded or misappropriated while in your care,custody or control, forensic audit expenses and fines and penalties. Applicable to Specific Insuring Agreements We will not pay for loss as specified below: 1. Under Insuring Agreement 1 Employee Canceled Under Prior Insurance Loss caused by any employee of yours,or predecessor in interest of yours,for whom similar prior insurance has been canceled and not reinstated since the last such cancellation. 6. 2. Under Insuring Agreements 1 and 5 Inventory Shortages Loss,or that part of any loss,the proof of which as to its existence or amount is dependent upon: a. An inventory computation;or b, A profit and loss computation. 3. Under Insuring Agreements 3 and 4 a. Accounting or Arithmetical Errors or Omissions Loss resulting from accounting or arithmetical errors or omissions. b. Money Operated Devices Loss of property contained in anymoney operated device unless the amount of money deposited in it is recorded by a continuous recording instrument in the device. c. Transfer or Surrender of Property (1) Loss of property after it has been transferred or surrendered to a person or place outside the premisesor banking premises: (i) On the basis of unauthorized instructions;or (ii) As a result of a threat to do: (a) Bodily harm to any person;or (b) Damage to any property. (2) But,this exclusion does not apply under Insuring Agreement 4.to loss of money, securitiesand other property while outside the premisesor banking premises in the care and custody of a messenger if you: (i) Had no knowledge of any threat at the time the conveyance began;or (ii) Had knowledge of a threat at the time the conveyance began.but the loss was not related to the threat. d. Vandalism Loss from damage to any safe,vault,or other property,or to the premises or its exterior,by vandalism or malicious mischief. 4. Under Insuring Agreement 4 Motor Vehicles or Equipment and Accessories Loss of motor vehicles,trailers or semi-trailers or equipment and accessories attached to them. 5. Under Insuring Agreements 3 and 4 a. Exchanges or Purchases Loss resulting from the giving or surrendering of property in any exchange or purchase. b. Voluntary Parting of Title to or Possession of Property Loss resulting from your,or anyone acting on your express or implied authority, being induced by any dishonest act to part voluntarily with title to or possession of any property. 6. Under Insuring Agreement 5 a. Failure to Follow Security Procedures (1) Loss resulting from your failure to follow security procedures agreed to in writing with your customer or your financial institution: (2) Loss that would have been avoided if you had accepted and followed commercially reasonable security procedures that your financial institution made available for your account or accounts involved in the loss;or (3) Loss resulting from your failure to comply with security procedures that you represented to us you would follow. b. Debit and Credit Cards Loss resulting from the use or purported use of credit, debit,charge,access, convenience,or other cards. i 7. Applicable to All Insuring Agreements E. CONDITIONS 1. Cancellation a, The first named Insured shown in the Declarations may cancel this Policy by mailing or delivering to us advance written notice of cancellation. b. We may cancel this Policy by mailing or delivering to the first named Insured written notice of cancellation at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium;or (2) 30 days before the effective date of cancellation if we cancel for any other reason. c. We will mail or deliver our notice to the first named Insured's last mailing address known to us. d. Notice of cancellation will state the effective date of cancellation.The Policy Period will end on that date. e. If this Policy is canceled,we will send the first named Insured any premium refund due.If we cancel,the refund will be pro rata.If the first named Insured cancels,the refund may be less than pro rata.The cancellation will be effective even if we have not made or offered a refund. f. If notice is mailed,proof of mailing will be sufficient proof of notice. 2, Changes This Policy contains all the agreements between you and us concerning the insurance afforded.The first named Insured shown in the Declarations is authorized on behalf of all insureds to agree with us on changes in the terms of this Policy.If the terms are changed, the changes will be shown in an endorsement issued by us and made part of this Policy. 3. Concealment,Misrepresentation or Fraud This Policy is void in any case of fraud by you as it relates to this Policy at any time.It is also void if any insured,at any time,intentionally conceals or misrepresents a material fact concerning: a. This insurance; b. The covered property; c. Your interest in the covered property;or d. A claim under this insurance. 4. Consolidation and Merger If through consolidation or merger with,or purchase or acquisition of assets or liabilities of,some other entity any additional persons become employees or you acquire the use and control of any additional premises: a. You must give us written notice and obtain our written consent to extend this Policy to such additional employeesor premises.We may condition our consent upon payment of an additional premium;but b. For the first 60 days after the effective date of such consolidation,merger or purchase or acquisition of assets or liabilities,any insurance afforded for employeesor premises also applies to these additional employeesor premises for acts committed or events occurring within said 60 day period. S. Deductible a. We will not pay for loss in any one occurrence unless the amount of loss exceeds the Deductible Amount shown in the Declarations.We then will pay the amount of loss in excess of the Deductible Amount,up to the Limit of Insurance.In the event more than one Deductible Amount could apply to the loss,only the highest Deductible Amount will be applied b. For losses covered under Insuring Agreement 1,you must: (1) Give us notice as soon as possible even though the loss falls entirely within the Deductible Amount;and (2) Upon our request,give us a statement describing the loss. c. The deductible does not apply to loss sustained by any employee benefit plan(s). 6. Discovery of Loss Discovery of loss occurs when you first become aware of facts which would cause a reasonable person to assume that a loss covered by this Policy has been or will be incurred,even though the exact amount or details of the loss may not then be known. Discovery also occurs when you receive notice of an actual or potential claim against you alleging facts that if true would constitute a covered loss under this insurance. 8. 7. Duties in the Event of Loss After you discover a loss or a situation that may result in a loss you must: a. Notify us as soon as possible; b. Submit to examination under oath at our request and give us a signed statement of your answers; c. Give us a detailed,sworn proof of loss within 120 days;and d. Cooperate with us in the investigation and settlement of any claim. 8. Employee Benefit Plan(s) a. If any employee benefit plan(s)is insured jointly with any other entity under this insurance,you or the plan administrator must select a Limit of Insurance for Insuring Agreement 1.that is sufficient to provide a limit of insurance for each plan that is at least equal to that required if each'plan were separately insured. b, If the first named Insured is an entity other than a plan,any payment we make to that Insured for loss sustained by any plan will be held by that Insured for the use and benefit of the plan(s)sustaining the loss. c. If two or more plans are insured under this insurance,any payment we make for loss: (1) Sustained by two or more plans;or (2) Of commingled fundsor other property of two or more plans; that arises out of one occurrence,is to be shared by each plan sustaining loss in the proportion that the limit of insurance required for each such plan bears to the total of those limits. 9. Extended Period to Discover Loss a. We will pay for loss that you sustained prior to the effective date of termination or cancellation of this insurance,which is discovered by you: (1) Within 60 days following the date of termination or cancellation;and (2) As respects any employee benefit plan(s),within one year following the date of termination or cancellation. b. However,this extended period to discover loss terminates immediately upon the effective date of any other insurance obtained by you replacing in whole or in part the insurance afforded by this Policy whether or not such insurance provides coverage for loss sustained prior to its effective date. 10.Joint Insured a. The first named Insured shown in the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums we pay. b. If more than one Insured is named in the Declarations,the first named Insured will act for itself and for every other Insured for all purposes related to this insurance.If the first named Insured ceases to be covered,then the next named Insured will become the first named Insured. c. If any Insured or partner or officer of that Insured has knowledge of any information relevant to this insurance,that knowledge is considered knowledge of every Insured. d. An employee of any Insured is considered to be an employee of every Insured. e. If this Policy or any of its coverage is canceled or terminated as to any Insured, Condition E.9.Extended Period to Discover Loss applies separately to that Insured. f. We will not pay more for loss sustained by more than one Insured than the amount we would pay if all the loss had been sustained by one Insured. 11. Legal Action Against Us You may not bring any legal action against us involving loss_ a. Unless you have complied with all the terns of this Policy;and b. Until 90 days after you have filed proof of loss with us;and c. Unless brought within 2 years from the date you discover the loss. 12. Liberalization If we adopt any revision that would broaden the coverage under this Policy without additional premium within 45 days prior to or during the Policy Period,the broadened coverage will immediately apply to this insurance. 13. Limit of Insurance The most we will pay for loss in any oneoceurrence is the applicable Limit of Insurance shown in the Declarations. 9. 14. Loss Covered Under More Than One Coverage If two or more coverages of this Policy apply to the same loss,we will pay the lesser of: a. The actual amount of loss;or b. The highest single Limit of Insurance applicable to those coverages. 15. Non-Cumulation of Limit of Insurance Regardless of the number of years this Policy remains in force or the number of premiums paid,no Limit of Insurance cumulates from year to year or Policy Period to Policy Period. 16. Other Insurance a. This Policy does not apply to loss recoverable or recovered under other insurance or indemnity.However,if the limit of the other insurance or indemnity is insufficient to cover the entire amount of the loss,this Policy will apply to that part of the loss, other than that falling within any Deductible Amount,not recoverable or recovered under the other insurance or indemnity.However,this Policy will not apply to the amount of loss that is more than the applicable Limit of Insurance shown in the Declarations. b. Under Insuring Agreement 4.,we will pay only for the amount of loss that you cannot recover: (1) Under your contract with the armored motor vehicle company,and (2) From any insurance or indemnity carried by,or for the benefit of customers of, the armored motor vehicle company. 17. Ownership of Property,Interests Covered The property covered under this Policy is limited to property: a. That you own or hold;or b. That is owned and held by someone else under circumstances that made you responsible for the property prior to,and independent of,the loss. However,this Policy'is for your benefit only.It provides no rights or benefits to any other person or organization. 18. Records You must keep records of all covered property so we can verify the amount of any loss. 19. Recoveries a. Recoveries,whether effected by you or us,shall be applied,net of the expense of such recovery,in the following manner and order: (1) To the satisfaction of your loss which would otherwise have been paid under this Policy but for the fact that it is in excess of the Limit of Insurance and the Deductible Amount,if any; (2) Then to us,until we are reimbursed for the settlement made; (3) Then to you,until you are reimbursed for that part of the loss equal to the Deductible Amount,if any; (4) Then to you for any loss not covered by this Policy. b. Recoveries do not include any recovery from insurance,suretyship,reinsurance, security or indemnity taken for our benefit. If original securities are recovered after duplicates of such securities have been issued,the original securities shall be surrendered to us. 20. Territory This Policy covers only acts committed or events occurring within the United States of America,U.S.Virgin Islands,Puerto Rico or Canada.In addition,under Insuring Agreement 1.,we will pay for loss caused by any employee while temporarily outside of said territories for a period of not more than 90 days. 21. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this Policy may not be transferred without our written consent except in the case of death of an individual named insured.If you die,your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative.Until your legal representative is appointed,anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. 22. Transfer of Your Rights of Recovery Against Others to Us You must transfer to us all your rights of recovery against any person or organization for any loss you sustained and for which we have paid or settled.You also must do everything necessary to secure those rights and do nothing after loss to impair our actual or potential rights of recovery. 10. 23. Valuation—Settlement a. Subject to the applicable Limit of Insurance provision we will pay for: (1) Loss of money but only up to and including its face value.We may,at our option, pay for loss of money issued by any country other than the United States of America: (i) At face value in the money issued by that country;or (ii) In the United States of America dollar equivalent determined by the rate of exchange on the day the loss was discovered, (2) Loss of securities but onlyup to and including their value at the close of business on the day the loss was discovered.We may,at our option: (i) Pay the value of such securities,or replace them in kind,in which event you must assign to us all your rights,title and interest in and to those securities; or (ii) Pay the cost of any Lost Securities Bond required in connection with issuing duplicates of the securities.However,we will be liable only for the payment of so much of the cost of the bond as would be charged for a bond having a penalty not exceeding the lesser of the: (a) Value of the securities at the close of business on the day the loss was discovered;or (b) Limit of Insurance. (3) Loss of,or loss from damage to,other property or loss from damage to the premises or its exterior for the replacement cost of the property without deduction for depreciation.However,we will not pay more than the least of the following: (i) The Limit of Insurance applicable to the lost or damaged property; (ii) The cost to replace the lost or damaged property with property: (a) Of comparable material and quality; and (b) Used for the same purpose;or (iii)The amount you actually spend that is necessary to repair or replace the lost or damaged property. (4) We will not pay on a replacement cost basis for any loss or damage: (i) Until the lost or damaged property actually is repaired or replaced;and (ii) Unless the repairs or replacement are made as soon as reasonably possible after the loss or damage. If the lost or damaged property is not repaired or replaced,we will pay on an actual cash value basis. b. We may,at our option,pay for loss of,or loss from damage to,property other than money: (1) In the money of the country in which the loss occurred;or (2) In the United States of America dollar equivalent of the money of the country in which the loss occurred determined by the rate of exchange on the day the loss was discovered. c. Any property that we pay for or replace becomes our property. Applicable to Specific Insuring Agreements 1. Insuring Agreement 1 Cancellation as to Any Employee Coverage under this Policy is canceled as to anyemployee: a. Immediately upon discovery by: (I) You;or (2) Any of your partners,officers or directors not in collusion with the employee;or (3) As to Employee benefit plan(s),any trustee,fiduciary or plan administrator not in collusion with the employee; of any dishonest act committed by that employee whether before or after becoming employed by you.Whether such discovery occurs prior to or after commencement of this Policy,there is no coverage under Insuring Agreement 1.for loss or losses resulting from acts committed by that employee after the date of such discovery. b. On the date specified in a notice mailed to you.That date will be at least 30 days after the date of mailing.The mailing of notice to you at the last mailing address known to us will be sufficient proof of notice.Delivery of notice is the same as mailing, 11. 2. Insuring Agreement 2 a. Deductible The deductible does not apply to legal expenses paid under Insuring Agreement 2, b. Facsimile Signatures We will treat reproduction of a handwritten signature the same as a handwritten signature.An electronic or digital signature is not treated as a reproduction of a handwritten signature. c. Proof of Loss You must include with your proof of loss any instrument involved in that loss,or,if that is not possible,an affidavit setting forth the amount and an explanation of the absence of the instrument. d. Territory We will cover loss you sustain anywhere in the world.The Territory Condition 20 does not apply to Insuring Agreement 2. 3. Insuring Agreements 3 and 4 a. Special Limit of Insurance for Specified Property We only will pay up to$5,000 for any one occurrence of loss of,and loss from damage to: (1) Precious metals,precious or semi-precious stones,pearls,furs,or completed or partially completed articles made of or containing such materials that constitute the principal value of such articles;or (2) Manuscripts,drawings,or records of any kind or the cost of reconstructing them or reproducing any information contained in them. b. Duties in the Event of Loss If you have reason to believe that any loss of,or loss from damage to,money,securities or other property involves a violation of law,you must notify the police. 4. Insuring Agreement 5 a. Special Limit of Insurance for Specified Property We only will pay up to$5,000 for any one occurrence of loss of,and loss from damage to,manuscripts,drawings or records of any kind or the cost of reconstructing them or reproducing any information contained in them. b. Duties in the Event of Loss If you have reason to believe that any loss of,or loss from damage to, money,securities or other property involves a violation of law,you must notify the police, c. Territory We will cover loss you sustain anywhere in the world. The Territory Condition 20 does not apply to Insuring Agreement 5. 5. Insuring Agreement 6 a. Duties in the Event of Loss You must notify the police if you have reason to believe you have accepted a counterfeit money order or counterfeit paper currency. IN WITNESS WEREOF,we have caused this Policy to be executed on the Declarations page. Secretary President 12. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OCCURRENCE ENDORSEMENT This Endorsement modifies Crime Protection Policy No. 609202178 1. Paragraph 10. Occurrence of the Definitions of this Policy is deleted and replaced by the following: 10. Occurrence means: a. As respects Insuring Agreement I.,all loss or losses caused by or involving any employee, acting alone or in collusion with other persons, or any group of employees acting together, even if in collusion with other persons,whether the result of a single act or multiple acts and whether or not sustained only during the period of this Policy. All acts by one employee, acting alone or in collusion with other persons,or by any group of employees acting together, and whenever performed, can give rise to only one occurrence. b.As respects Insuring Agreement 2.,all loss or losses caused, or contributed to,by any one person, acting alone or in collusion with others, or in which any such person is implicated, whether the loss or losses involves one or more instruments. c. As respects all other Insuring Agreements, all loss or losses caused by(1) a single act, or series of related acts, (2) any act or acts involving one person, or a group of persons acting together, or(3) an act or event, or a series of related acts or events, not involving any identifiable person. SE 0145 02 06 Copyright, The Surety Association of America, 2005 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA ESCROW AGENT This Endorsement modifies Crime Protection Policy No. 609202178 1. The definition of Employee is amended to also include any: a. officer, director or employee of yours who is not compensated when performing acts coming within the scope of the usual duties of an officer or employee of yours; or b, member of any of your committees duly elected or appointed to examine or audit or have custody of your property. The ownership of all or a portion of the shares of the named Insured by an employee shall not be a defense to any suit, action or other legal proceeding against us. 2. Exclusion 1. Acts Committed by You or Your Partners of the Exclusions Applicable to All Insuring Agreements is deleted if you are licensed as an escrow agent by the Commissioner of Corporations of the State of California. 3. An additional Condition is added as follows: Notice of Cancellation: No cancellation of the Policy or any Insuring Agreement, whether at your request or our request, shall take effect prior to the expiration of 30 days after written notice of such cancellation has been filed with the Commissioner of Corporations. SE 01 17 04 12 Copyright,The Surety Association of America, 1999 Page 1 of 1 i i i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies Crime Protection Policy No. 609202178 For purposes of all Insuring Agreements except Insuring Agreements 1., 2. and 7. 1. Condition 1.Cancellation of the Conditions Applicable to All Insuring Agreements is deleted and replaced by the following: a. The first named Insured shown in the Declarations may cancel this Policy by making or delivering to us advance written notice of cancellation. b. All Policies in Effect For 60 Days or Less If this Policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first named Insured at the mailing address shown in the policy and to the producer of record, advance written notice of cancellation, stating the reason for cancellation,at least: (1) 10 days before the effective date of cancellation if we cancel for: (a) Nonpayment of premium; or (b) Discovery of fraud by: (i) Any insured or his or her representative in obtaining this insurance; or (ii)You or your representative in pursuing a claim under this policy. (2) 30 days before the effective date of cancellation if we cancel for any other reason. c. All Policies in Effect For More Than 60 Days If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. (3) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: (i) Place us in violation of California law or the laws of the state where we are domiciled; or (ii) Threaten our solvency. (7) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a material added risk, or a materially increased or changed risk, unless the added, increased or changed risk is included in the policy. SE 01 33 1104 Copyright,The Surety Association of America,2004 Page 1 of 2 We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first named Insured, at the mailing address shown In the policy, and to the producer of record, at least 10 days before the effective date of cancellation, if we cancel for nonpayment of premium or discovery of fraud, or 30 days before the effective date of cancellation if we cancel for any other reason listed in paragraph c. 2. The following is added and supersedes any provisions to the contrary: NONRENEWAL a. Subject to the provisions of Paragraph 2.b. below, if we elect: (1) not to renew this policy, or (2) to condition renewal upon reductions of limits, elimination of coverages, increase in deductibles, or increase of more than 25% in the rate upon which the premium is based, we will mail or deliver written notice, stating the reason for nonrenewal, to the first named Insured at the mailing address shown in the policy, and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first named Insured,and to the producer of record, at the mailing address shown in the policy. b• We are not required to send notice of nonrenewal in the following situations: (1) If the transfer or renewal of a policy, without any changes in terms, conditions, or rates, is between us and a member of our insurance group. (2) If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph 2.a. (3) If you have obtained replacement coverage, or if the first named Insured has agreed, in writing, within 60 days of the termination of the policy,to obtain that coverage. (4) If this policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. (5) If the first named insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. (6) If we have made a written offer to the first named Insured, in accordance with the time frames shown in Paragraph 2.a., to renew the policy under changed terms or conditions or at a changed premium rate. As used in this paragraph, "terms or conditions" includes, but is not limited to, a reduction in limits, elimination of coverages, or an increase in deductibles. Page 2 of 2 Copyright,The Surety Association of America,2004 SE 01 33 11 04